MATHWORKS LIMITED LICENSE
IMPORTANT NOTICE
READ THE TERMS AND CONDITIONS OF THIS MATHWORKS LIMITED LICENSE AGREEMENT
(THE "AGREEMENT") CAREFULLY BEFORE ACCESSING THESE MATERIALS (AS DEFINED
BELOW).
THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU (THE "LICENSEE")
AND THE MATHWORKS, INC. ("MATHWORKS") CONCERNING THE SOFTWARE AND
DOCUMENTATION MADE AVAILABLE FOR ACCESS HEREUNDER (COLLECTIVELY, THE
"MATERIALS").
BY ACCESSING THESE MATERIALS, YOU ACCEPT THE TERMS OF THIS AGREEMENT.
1. DEFINITIONS.
1.1. "Licensee" means you, whether an individual or an entity, to whom
MathWorks grants the License, and who is responsible for complying with the
contractual obligations of the License, and ensuring that anyone permitted
access to the Materials also complies with such obligations.
1.2. "Documentation" means the user guides, if any, accompanying delivery
of the Materials, as may be updated from time to time, as well as any
reports or other feedback that MathWorks may, in its sole discretion,
provide to Licensee. Documentation may be delivered in printed and/or
online forms, and in one or more languages.
1.3. "Licensor" means any person who, or entity which, grants a license
to MathWorks to redistribute that person's or entity's intellectual
property.
1.4. "Materials" means the computer software delivered and licensed
hereunder, including Documentation, enhancements and error corrections.
1.5. "Third Party" means any person or legal entity that is not MathWorks
or the Licensee.
2. LICENSE GRANT. MathWorks hereby grants to Licensee, subject to the
terms of this Agreement, a nonexclusive, nontransferable, revocable license
(the "License") to use the Materials internally or for the purpose of
providing to MathWorks engineering feedback on the Materials, as the context
may require. In all cases, the Materials are licensed to you solely for
use in conjunction with MathWorks products and services.
3. LICENSE RESTRICTIONS. The License is subject to the express
restrictions set forth below. Licensee shall not, and shall not permit any
Third Party to:
3.1. modify, or create any derivative work of, any part of the licensed
Materials
3.2. adapt, translate, copy, or convert all or any part of the Materials
in order to create software or other materials, a principal purpose of
which is (a) to perform the same or similar functions as the Materials or
any other technology or materials licensed by MathWorks, or (b) to replace
any component of the Materials or any other technology or materials
licensed by MathWorks;
3.3. rent, lease, or loan the Materials; use the Materials for supporting
Third Parties' use of the Materials, time share the Materials, or provide
service bureau use;
3.4. disassemble, decompile, reverse engineer the Materials or otherwise
attempt to gain access to its method of operation or source code (other
than files provided for convenience in source code form by MathWorks);
3.5. sell, license, sublicense, publish, display, distribute, disseminate,
assign, or otherwise transfer (whether by sale, exchange, lease, gift, or
otherwise) to a Third Party the Materials, any copy or portion thereof, or
any License or other rights thereto, in whole or in part, without MathWorks'
prior written consent;
3.6. alter, remove, or obscure any copyright, trade secret, patent,
trademark, logo, proprietary and/or other legal notices on or in copies of
the Materials;
3.7. use MathWorks' name, trade names, logos, or other trademarks of
MathWorks or any of its affiliates or Licensors in any advertising,
promotional literature or any other material, whether in written,
electronic, or other form, distributed to any Third Party, except in the
form provided by MathWorks, and then solely for purposes of identifying
MathWorks' Materials;
3.8. provide access (directly or indirectly) to the Materials via a web or
network application other than the licensee's internal network;
3.9. copy, make available for copy, or otherwise reproduce the Materials,
in whole or in part, except either (a) as may be required for their
installation into computer memory for the purpose of executing the
Materials in accordance with this Agreement; or (b) to make a reasonable
number of copies solely for back-up purposes provided that any such
permitted copies shall reproduce all copyright, trade secret, patent, logo,
proprietary and/or other legal notices contained in the original copy
obtained from MathWorks; and/or
3.10. republish the Documentation.
4. RETENTION OF RIGHT, TITLE AND INTEREST BY MATHWORKS AND ITS LICENSORS;
CONFIDENTIALITY. The Materials shall at all times remain the property of
MathWorks and/or its Licensors and Licensee shall have no right, title, or
interest therein, except as expressly set forth in this Agreement. The
Materials are a commercially valuable product of MathWorks, the design and
development of which reflect the efforts of skilled development experts and
the investment of considerable time and expense. MathWorks claims and
reserves all rights and benefits afforded under all relevant laws and
regulations. Licensee shall take appropriate action by instruction,
agreement, or otherwise with any persons permitted access to the Materials,
so as to enable Licensee to satisfy its obligations under the terms of this
Agreement. The Materials are proprietary information of MathWorks, and are
protected by copyright law, trade secret law and other applicable law.
Although MathWorks may consider a commercial release of the Materials, it
is under no obligation to do so and MathWorks reserves the right to alter
features, licensing terms, or other characteristics of any such commercial
release.
5. LICENSES FOR THIRD PARTY SOFTWARE. MathWorks has been granted licenses
to distribute certain Third Party software. Certain MathWorks Materials
require the use of Third Party software products that may require a
separate license from such Third Parties to use those Third Party products.
Licensee agrees and acknowledges that, to the extent that the Materials
contain any Third Party software: (i) such Third Party software is provided
on an "as-is", pass-through basis, and as such is provided to Licensee
without warranty, indemnification, support or other representation by
MathWorks; and (ii) MathWorks bears no liability with respect to such Third
Party software.
6. TERM AND TERMINATION. This Agreement shall continue until termination
by MathWorks or Licensee as provided below. Either party may terminate this
Agreement at any time, for any reason, upon written notice to the other
party. Upon termination, Licensee shall promptly return all but archival
copies of the Materials in Licensee's possession or control, or promptly
provide written certification of their destruction.
7. EXPORT CONTROL. The Materials may be subject to U.S. export control
laws or other (U.S. and non-U.S.) governmental export and import laws and
regulations. Notwithstanding any other term of this Agreement or Third
Party agreement, Licensee's rights under this Agreement may not be
exercised by Licensee or any Third Party in violation of such laws and
regulations, nor may this Agreement be transferred to any party where
doing so would result in such a violation. The terms of any limitation on
the use, transfer or re-export of the Materials imposed by MathWorks in any
Destination Control Statement or other document for the purpose of export
control shall prevail over any term in this Agreement. It shall be
Licensee's responsibility to comply with the latest United States or other
governmental export and import regulations.
8. FEDERAL ACQUISITION. This provision applies to all acquisitions of the
Materials and Documentation by, for, or through the federal government of
the United States. By accepting delivery of the Materials or
Documentation, the government hereby agrees that this software or
documentation qualifies as commercial computer software or commercial
computer software documentation as such terms are used or defined in FAR
12.212, DFARS Part 227.72, and DFARS 252.227-7014. Accordingly, the terms
and conditions of this Agreement and only those rights specified in this
Agreement, shall pertain to and govern the use, modification, reproduction,
release, performance, display, and disclosure of the Materials and
Documentation by the federal government (or other entity acquiring for or
through the federal government) and shall supersede any conflicting
contractual terms or conditions. If this License fails to meet the
government's needs or is inconsistent in any respect with federal
procurement law, the government agrees to return the Materials and
Documentation, unused, to MathWorks.
9. FOR EUROPEAN UNION LICENSEES ONLY. Any contractual provisions of this
Agreement contrary to laws implemented under Article 6 of Appendix V of the
European Union Software Directive or to the exceptions provided for in
Article 5(2) and (3) of such Appendix shall be null and void solely to the
extent decompiling, disassembling, or otherwise reverse-engineering of the
Materials is necessary to enable the Licensee to create an independent
program that is interoperable with the Materials or any other permitted
objectives specified by such laws implemented under such directive
(collectively, the "Permitted Objectives"), provided that any such
information gained is used solely for such Permitted Objectives.
10. ASSIGNMENT. Licensee may not assign or otherwise transfer this
Agreement and its rights and obligations hereunder, in whole or in part, by
operation of law or otherwise, without the written consent of MathWorks.
In the case of any permitted assignment or transfer of or under this
Agreement, this Agreement or the relevant provisions shall be binding upon,
and inure to the benefit of, the successors, executors, heirs,
representatives, administrators and assigns of the parties hereto.
MathWorks may charge Licensee an administrative fee for any permitted
assignment.
11. LIMITATION OF LIABILITY. The Materials should not be relied on as the
sole basis to solve a problem or implement a design whose incorrect solution
or implementation could result in injury to person or property. If the
Materials are employed in such a manner, it is at the Licensee's own risk
and MathWorks and its Licensors explicitly disclaim all liability for such
misuse to the extent allowed by law. MathWorks' and its Licensors'
liability for death or personal injury resulting from negligence or for any
other matter in relation to which liability by law cannot be excluded or
limited shall not be excluded or limited. Except as aforesaid, (a) any
other liability of MathWorks and its Licensors (whether in relation to
breach of contract, negligence or otherwise) shall not in total exceed one
hundred dollars ($100.00); and (b) MathWorks and its Licensors shall have
no liability for any indirect or consequential loss (whether foreseeable or
otherwise and including loss of profits, loss of business, loss of
opportunity, and loss of use of any computer hardware or software). Some
states do not allow the exclusion or limitation of incidental or
consequential damages, so the above exclusion or limitation may not apply
to Licensee.
12. DISCLAIMER OF WARRANTIES. The Materials are delivered "as is" and
MathWorks makes and the Licensee receives no additional express or implied
warranties. MathWorks and its Licensors hereby expressly disclaim any and
all other conditions, warranties, or other terms of any kind or nature
concerning the Materials (including, without limitation, any with regard to
infringement, merchantability, quality, accuracy, or fitness for a
particular purpose or Licensee's purpose). MathWorks also expressly
disclaims any warranties that may be implied from usage of trade, course of
dealing, or course of performance. The Materials are provided with all
faults, and the entire risk of satisfactory quality, performance, accuracy,
and effort is with Licensee. MathWorks does not warrant that the Materials
will operate without interruption or be error free. Some states and
countries do not allow limitations on how long an implied warranty lasts,
so the above limitation may not apply to Licensee. Licensee may also have
other rights which vary from state to state and country to country.
Licensee accepts responsibility for its use of the Materials and the
results obtained therefrom.
13. GOVERNING LAW; JURISDICTION. This Agreement shall be interpreted,
enforced and construed and the rights of the parties hereunder governed in
all respects by the laws of the Commonwealth of Massachusetts, United
States of America, without regard to its conflicts of law provisions, and
both parties consent to the jurisdiction of the federal and state courts
located in said Commonwealth and consent to the service of process,
pleadings and notices in connection with any and all actions initiated in
such courts. The parties agree that a final judgment in any such action or
proceeding shall be conclusive and binding and may be enforced in any other
jurisdiction. To the extent any governing law, treaty, or regulation is in
conflict with this Agreement, the conflicting terms of this Agreement shall
be superseded only to the extent necessary by such law, treaty, or
regulation. If any provision of this Agreement shall be otherwise
unlawful, void, or otherwise unenforceable, that provision shall be
enforced to the maximum extent permissible. In either case, the remainder
of this Agreement shall not be affected. The parties agree that the U.N.
Convention on Contracts for the International Sale of Goods shall not apply
to this Agreement. The parties further agree that the Uniform Computer
Information Transactions Act, or any version thereof, adopted by any state,
in any form ("UCITA"), shall not apply to this Agreement. To the extent
that UCITA is applicable, the parties agree to opt out of the
applicability of UCITA pursuant to the Opt-Out provision(s) contained
therein.
14. HEADINGS. The inclusion of headings is for convenience of reference
only and shall not affect the construction or interpretation of this
Agreement.
15. ENTIRE AGREEMENT. This Agreement, together with any additional
license_addendum.txt file included with the Materials, contains the entire
understanding of the parties with regard to the Materials, and may not be
modified or amended except by written instrument, executed by authorized
representatives of MathWorks and Licensee.